Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Except as expressly stated, the financial condition and results of operations
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations ("MD&A") are those of T-Mobile US, Inc. and its
consolidated subsidiaries.

Overview

The MD&A is intended to provide a reader of our financial statements with a
narrative explanation from the perspective of management of our financial
condition, results of operations, liquidity and certain other factors that may
affect future results. The MD&A is provided as a supplement to, and should be
read in conjunction with, our audited Consolidated Financial Statements for the
three years ended December 31, 2013 included in Part II, Item 8 of this Form
10-K. Unless expressly stated otherwise, the comparisons presented in this MD&A
refer to the same period in the prior year. T-Mobile's MD&A is presented in the
following sections:

 Financial Highlights

 Other Highlights

 Results of Operations

 Performance Measures

 Liquidity and Capital Resources

 Contractual Obligations

 Off-Balance Sheet Arrangements

 Related Party Transactions

 Restructuring Costs

 Critical Accounting Policies and Estimates

 Recently Issued Accounting Standards

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Financial Highlights

 Total revenues increased 24% to $24.4 billion in 2013 compared to $19.7
billion in 2012.

 Service revenues increased 11% to $19.1 billion in 2013 compared to $17.2
billion in 2012.

 Total net customer additions were 4,377,000 for year ended December 31,
2013, a significant improvement compared to 203,000 net customer additions
in 2012.

 Branded postpaid churn of 1.7% for the year ended December 31, 2013, a 70
basis point improvement compared to 2.4% in 2012.

 Adjusted EBITDA of $4.9 billion for the year ended December 31, 2013
consistent with 2012.

 Cash capital expenditures for property and equipment were $4.0 billion for
the year ended December 31, 2013 compared to $2.9 billion in 2012.

Other Highlights

Un-carrier value proposition - In March 2013, we launched phase 1.0 of our
Un-carrier value proposition by introducing the unlimited Simple Choice plans,
which do not require an annual service contract. Qualified customers are
eligible for device financing with EIP, which provides customers with low
out-of-pocket costs on popular devices. In July 2013, we unveiled phase 2.0 of
our Un-carrier value proposition, JUMP!, a groundbreaking approach to provide
more frequent phone upgrades. At the same time we launched Simple Choice No
Credit, which provides families an affordable multi-line service option without
credit checks. In October 2013, we unveiled phase 3.0 of our Un-carrier value
proposition, which provides customers reduced calling rates from the United
States to international destinations and reduced roaming fees, including 2G data
while traveling abroad in over 100 countries at no extra cost. In November
2013, we began to offer the Apple iPad Air and iPad mini. In addition, every
T-Mobile tablet user can receive up to 200 MB of free 4G LTE data every month
for as long as they own their tablet and use it on our network, even if they are
not yet a T-Mobile mobile internet customer. In January 2014, we launched phase
4.0 of our Un-carrier value proposition, which reimburses customers' early
termination fees when they switch from other carriers and trade in their
eligible device. The reimbursement of early termination fees will be recorded as
a reduction of equipment sales revenues, and will accordingly have a negative
impact on both revenue and Adjusted EBITDA.

Business combination with MetroPCS - On April 30, 2013, the business combination
of T-Mobile USA and MetroPCS was completed. See Note 2 - Business Combinations
of the Notes to the Consolidated Financial Statements included in Part II, Item
8 of this Form 10-K. The business combination united two wireless innovators
with one common vision: to bring wireless consumers exciting new choices while
delivering an exceptional experience. On May 1, 2013, the combined company,
T-Mobile US, Inc., began trading on the NYSE under the ticker "TMUS." Since the
business combination, T-Mobile has achieved significant milestones in the
integration of the MetroPCS business. In addition, we have extended the
geographic presence of the MetroPCS brand to 30 additional markets and have
launched more than 1,700 distribution points in these new markets as of December
31, 2013.

New product offerings - In addition to the new products introduced through
Un-carrier initiatives 1.0 through 4.0, we began selling the iPhone at all
company-owned stores in combination with the new Simple Choice plans in April
2013. Additionally, in November 2013, we began to offer the Apple iPad Air and
iPad mini, both with Wi-Fi + Cellular enabled network technology. In addition,
we began to offer qualifying tablet owners up to 200 MB of free 4G LTE data
every month for as long as they own their tablet and use it on our network.

Debt and equity issuances - In connection with the business combination with
MetroPCS, Deutsche Telekom recapitalized T-Mobile USA by retiring T-Mobile USA's
long-term debt to affiliates with an aggregate principal amount of $14.5 billion
and all related derivative instruments in exchange for new senior unsecured
notes in an aggregate principal amount of $11.2 billion and additional paid-in
capital. In August 2013 and November 2013, we completed offerings of new senior
unsecured notes in aggregate principal amounts of $500 million and $2.0 billion,
respectively. Also in November 2013, we completed a public offering of
72,765,000 shares of our common stock at a price to the public of $25 per
share.

Spectrum purchases - In October 2013, we closed the purchase of 10 MHz of AWS
spectrum from U.S. Cellular for $308 million in cash. The spectrum covers a
total of 32 million people in 29 markets. In January 2014, we entered into
agreements with Verizon for the acquisition of 700 MHz A-Block spectrum licenses
in exchange for approximately $2.4 billion in cash and the transfer of certain
AWS spectrum and PCS spectrum. The spectrum licenses to be acquired from Verizon
cover more than 150 million people, including approximately 50% of the U.S.
population and 70% of our existing customer base, in 23 markets. The
transaction, which is subject to regulatory approval and other customary closing
conditions, is expected to occur in mid-2014. These transactions are expected to
further enhance our portfolio of U.S. nationwide broadband spectrum and enable
the expansion of LTE coverage to new markets.

Branded postpaid revenues decreased $1.4 billion, or 9%, for the year ended
December 31, 2013, compared to the same period in 2012. The decrease was
primarily attributable to lower average revenue per user ("ARPU"). See
"Performance Measures" for a description of ARPU. Branded postpaid ARPU was
negatively impacted by the growth of our Value and Simple Choice plans which
have lower priced rate plans than other branded postpaid rate plans. Compared to
other traditional bundled postpaid price plans, Value and Simple Choice plans
result in lower service revenues but higher equipment sales at the time of the
purchase as the plans do not include a bundled sale of a discounted handset.
Branded postpaid customers on Value and Simple Choice plans more than doubled
over the past twelve months to 69% of the branded postpaid customer base at
December 31, 2013, compared to 30% at December 31, 2012.

Branded prepaid revenues increased $3.2 billion for the year ended December 31,
2013, compared to the same period in 2012. Of the increase, approximately $2.9
billion was due to the inclusion of the operating results of MetroPCS since May
1, 2013. Excluding MetroPCS operating results, the increase for the year ended
December 31, 2013 resulted primarily from an increase in average branded prepaid
customers driven by the success of T-Mobile's monthly prepaid service plans,
including data services that also have higher ARPU.

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Wholesale revenues increased $69 million, or 13%, for the year ended
December 31, 2013, compared to the same period in 2012. The increase was
primarily attributable to growth of the average number of MVNO customers for the
period. The increase in MVNO customers was due in part to growth of government
subsidized Lifeline programs offered by our MVNO partners along with MVNO
partnerships launched in the fourth quarter of 2012. However, a significant
portion of our MVNO partners' recent customer growth has been in lower ARPU
products that result in revenues that do not increase in proportion with
customer growth.

Roaming and other service revenues decreased $89 million, or 21%, for the year
ended December 31, 2013, compared to the same period in 2012. The decrease was
primarily attributable to lower early termination fees of $58 million due to the
no annual service contract features of Simple Choice plans launched in March
2013. Additionally, international voice and domestic data revenues decreased due
to rate reductions negotiated with certain roaming partners.

Equipment sales increased $2.8 billion, or 124%, for the year ended December 31,
2013, compared to the same period in 2012. The increase was primarily
attributable to significant growth in the number of handsets sold and an
increase in the rate of customers upgrading their handset. Additionally,
equipment sales increased due to growth in the sales of smartphones, which have
a higher average revenue per unit sold as compared to other handsets. This was
driven by our introduction of both the Apple iPhone 5 and the Samsung Galaxy SŪ4
in the second quarter of 2013, and the Apple iPhone 5s and iPhone 5c in the
third quarter of 2013. Additionally, the inclusion of MetroPCS's operating
results since May 1, 2013 contributed approximately $450 million to the increase
in equipment sales for the year ended December 31, 2013.

We financed $3.3 billion of equipment sales revenues through equipment
installment plans during the year ended December 31, 2013, a significant
increase from $946 million in the year ended December 31, 2012 resulting from
growth in Value and Simple Choice Plans. Additionally, customers had associated
equipment installment plan billings of $1.5 billion in the year ended
December 31, 2013, compared to $450 million in the year ended December 31, 2012.

Other revenues increased $55 million, or 21%, for the year ended December 31,
2013, compared to the same period in 2012 due primarily to an increase in
imputed rental income on wireless communication tower sites.

Operating Expenses

Cost of services increased $618 million, or 13%, for the year ended December 31,
2013, compared to the same period in 2012. Of the increase, approximately $800
million was due to the inclusion of the operating results of MetroPCS since May
1, 2013. Cost of services, excluding MetroPCS, decreased due to lower roaming
expenses of $126 million related to reduced roaming rates negotiated with
certain roaming partners. Additionally, due to the network transition to
enhanced telecommunication lines with higher capacity, we were able to
accommodate higher data volumes at a lower cost.

Cost of equipment sales increased $3.5 billion, or 103%, for the year ended
December 31, 2013, compared to the same period in 2012. The increase in cost of
equipment sales was primarily attributable to a 67% increase in the volume of
handsets sold during the year ended December 31, 2013. The increase was
partially attributable to higher average cost per unit of each handset sold due
in part to a 90% increase in the sale of smartphones units for the year ended
December 31, 2013, compared to the same period in 2012. Additionally, the
inclusion of MetroPCS's operating results since May 1, 2013 contributed
approximately $950 million to the increase in cost of equipment sales for the
year ended December 31, 2013.

Selling, general and administrative increased $586 million, or 9%, for the year
ended December 31, 2013, compared to the same period in 2012. Of the increase,
approximately $650 million was attributable to the inclusion of operating
results of MetroPCS since May 1, 2013. Selling, general and administrative
expenses, excluding MetroPCS, decreased $61 million, or 1%, primarily driven by
$241 million in lower bad debt expense, net of recoveries, as a result of
improved credit quality of our customer portfolio. This decrease was partially
offset by higher commission expenses driven by increased gross customer
additions during the year ended December 31, 2013.

Depreciation and amortization increased $440 million, or 14%, for the year ended
December 31, 2013, compared to the same period in 2012. Depreciation and
amortization attributable to MetroPCS since May 1, 2013 was approximately $550
million. Depreciation and amortization expenses, excluding MetroPCS, decreased
in 2013, as 2012 included increased depreciation expense due to the shortening
of useful lives of certain network equipment to be replaced in connection with
network modernization efforts.

MetroPCS transaction and integration costs increased $101 million for the year
ended December 31, 2013, compared to the same period in 2012 due primarily to
personnel related costs associated with the change in control, professional
services costs and network integration expenses associated with the business
combination between T-Mobile USA and MetroPCS. See also

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Note 2 - Business Combinations of the Notes to the Consolidated Financial
Statements included in Part II, Item 8 of this Form 10-K.

Restructuring costs of $54 million for the year ended December 31, 2013 were
related to our 2013 cost restructuring program to align our operations to our
new strategy and position the company for future growth. Costs associated with
the 2013 restructuring program primarily consist of severance and other
personnel-related costs. Restructuring costs of $85 million for the year ended
December 31, 2012 related primarily to the consolidation of our call center
operations in 2012.

Other, net for the year ended December 31, 2013 reflects a $2 million gain on a
spectrum license transaction. Other, net for the year ended December 31, 2012,
respectively, reflects a $191 million gain due primarily to an AWS spectrum
license exchange, partially offset by costs associated with the terminated AT&T
acquisition of T-Mobile USA.

Other Income (Expense)

Interest expense to affiliates increased $17 million, or 3%, for the year ended
December 31, 2013, compared to the same period in 2012. Prior to the closing of
the business combination with MetroPCS, Deutsche Telekom recapitalized T-Mobile
USA by retiring its long-term debt to affiliates of $14.5 billion and all
related derivative instruments, in exchange for new senior unsecured notes of
$11.2 billion. Later in 2013, Deutsche Telekom sold the senior non-reset notes
resulting in an aggregate principal reduction of $5.6 billion in long-term debt
to affiliates. The increase in interest expense to affiliates was primarily due
to losses related to the retirement of derivative instruments associated with
the extinguishment of the long-term debt to affiliates prior to the business
combination, and higher average interest rates on the new senior unsecured
notes. See also Note 7 - Debt and Note 13 - Additional Financial Information of
the Notes to the Consolidated Financial Statements included in Part II, Item 8
of this Form 10-K.

Interest expense increased $545 million for the year ended December 31, 2013,
compared to the same period in 2012. The increase in interest expense is
primarily the result of MetroPCS long-term debt assumed during the second
quarter of 2013 in connection with the business combination, as well as new
senior notes issued during 2013. Additionally, interest expense of approximately
$200 million for the year ended December 31, 2013 related to the long-term
financial obligation resulting from the Tower Transaction that closed on
November 30, 2012. The Tower Transaction and related impacts are further
described in Note 8 - Tower Transaction and Related Long-Term Financial
Obligation of the Notes to the Consolidated Financial Statements included in

Part II, Item 8 of this Form 10-K.

Interest income increased $112 million for the year ended December 31, 2013,
compared to the same period in 2012. The increase in interest income is
primarily the result of the significant growth in handsets financed through our
equipment installment plans for the year ended December 31, 2013. Deferred
interest associated with our EIP receivables is imputed at the time of sale and
then recognized over the financed installment term.

Other income (expense), net increased $94 million for the year ended
December 31, 2013, compared to the same period in 2012. The increase in other
income (expense), net was primarily due to the recognition of gains related to
the retirement of derivative instruments associated with the pre-business
combination long-term debt to affiliates. See also Note 7 - Debt and Note 13 -
Additional Financial Information of the Notes to the Consolidated Financial
Statements included in Part II, Item 8 of this Form 10-K.

Income Taxes

Income tax expense decreased $334 million for the year ended December 31, 2013,
compared to the same period in 2012. The decrease in income tax expense was
primarily due to lower pre-tax income, exclusive of impairment charges. The
effective tax rate was 31.4% and (5.0)% for the years ended December 31, 2013
and 2012, respectively. The change in the effective tax rate for 2013 compared
to 2012 was primarily due to the impact of the goodwill impairment recorded in
2012.

T-Mobile USA. As a result, the net assets of CIVS VII were included in the
Guarantor Subsidiaries condensed consolidating balance sheet information. The
guarantees of the long-term debt were unchanged by the transaction. See Note 14
- Guarantor Financial Information of the Notes to the Consolidated Financial
Statements included in Part II, Item 8 of this Form 10-K for more information
regarding the transaction.

The financial condition of the Parent, Issuer and Guarantor Subsidiaries is
substantially similar to the Company's consolidated financial condition.
Similarly, the results of operations of the Parent, Issuer and Guarantor
Subsidiaries are substantially similar to the Company's consolidated results of
operations. The change in the financial condition of the Non-Guarantor
Subsidiaries was primarily due to the transfer of the net assets of CIVS VII
into the Guarantor Subsidiaries consolidating balance sheet information as
described above. As of December 31, 2013 and December 31, 2012, the most
significant components of the financial condition of the Non-Guarantor
Subsidiaries were property and equipment of $595 million and $678 million,
respectively, spectrum licenses of none and $220 million, respectively,
long-term financial obligations of $2.1 billion and $2.1 billion, respectively,
and stockholders' equity of $1.3 billion and $1.0 billion, respectively. The
most significant components of the results of operations of our Non-Guarantor
Subsidiaries for the year ended December 31, 2013 were services revenues of $823
million, offset by costs of equipment sales of $552 million resulting in a net
comprehensive loss of $52 million. Similarly, for the year ended December 31,
2012, services revenues of $712 million were offset by costs of equipment sales
of $449 million, resulting in a net comprehensive income of $72 million.

Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011

Revenues

Branded postpaid revenues decreased by $1.7 billion, or 11%, for the year ended
December 31, 2012, compared to the same period in 2011. The decrease was
primarily attributable to a 9% year-over-year decline in the number of average
branded postpaid customers. Branded postpaid revenues were also negatively
impacted by the growth of our Value plans which have lower ARPU than our other
branded postpaid rate plans. Compared to other traditional bundled price plans,
Value plans result in lower service revenues over the service contract period,
but higher equipment sales at the time of the sale, as Value plans do not
include a bundled sale of a heavily discounted handset. These decreases were
partially offset by an increase in data revenues from customer adoption of
smartphones with accompanying data plans. Smartphone customers accounted for 61%
of total branded postpaid customers at December 31, 2012, up from 49% at
December 31, 2011.

Branded prepaid revenues increased by $408 million or 31% for the year ended
December 31, 2012, compared to the same period in 2011. The increase was
primarily attributable to the 21% growth of branded prepaid customers in 2012
driven by the success of our Monthly4G plans, which were introduced in the
second quarter of 2011. In addition, branded prepaid ARPU increased by 11%
during 2012.

Wholesale revenues increased by $101 million, or 23% for the year ended December
31, 2012, compared to the same period in 2011. The increase was primarily
attributable to the 15% growth of average MVNO customers during 2012.

Roaming and other service revenues decreased by $68 million, or 14% for the year
ended December 31, 2012, compared to the same period in 2011. The decrease was
primarily attributable to lower data roaming revenues due to rate reductions
with certain roaming partners.

Equipment sales increased by $341 million, or 18% for the year ended December
31, 2012, compared to the same period in 2011. Equipment sales increased in 2012
from higher revenue per unit sold on lower unit sales volumes. The higher
revenue per unit sold was primarily attributable to equipment sales changes in
connection with our Value plans. For each handset sold on a Value plan, we
benefit from increased equipment revenue, compared to traditional bundled price
plans that typically offer a discounted handset combined with higher service
charges. Additionally, smartphone sales growth contributed to the year-over-year
increase in equipment sales as smartphones have higher revenue per unit sold
compared to other phones.

Other revenues increased by $28 million, or 12% for the year ended December 31,
2012, compared to the same period in 2011. The increase is primarily due to
higher co-location rental income from leasing out space at our owned wireless
communication towers to third parties.

Operating Expenses

Cost of services decreased by $291 million, or 6% for the year ended December
31, 2012, compared to the same period in 2011. The decrease was attributable to
lower roaming expenses related to a decline in customer base and associated
usage compared to the year ended December 31, 2011. Additionally, due to the
network transition to enhanced telecommunication

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lines in 2012, we were able to accommodate higher data volumes at a lower cost
year-over-year resulting in lower cost of services.

Cost of equipment sales decreased by $209 million, or 6% for the year ended
. . .